A.G. Volney Center, Inc - FORM 10-K

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EX-32.1 - A.G. Volney Center, Inc	form10k123109ex32.htm
EX-31.1 - A.G. Volney Center, Inc	form10k123109ex31.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 0-52269

_______________________________________________

A.G. VOLNEY CENTER, INC.

(Exact name of registrant as specified in its charter)

______________________________________________

DELAWARE		13-4260316
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

124 LINCOLN AVENUE SOUTH
LIVERPOOL, NEW YORK		13088
(Address of principal executive offices)		(zip code)

Registrant's telephone number, including area code:

(315) 703-9012

_____________________________________________

Securities registered under Section 12(b) of the Exchange Act:

None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [ X ]

(Do not check if a smaller reporting company)

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [ ] No [ X ]

The Company has no non-voting common stock. The aggregate market value of the Company's voting common stock held by non-affiliates as of December 31, 2009 could not be determined because there have been no recent sales of such stock and there is no established public trading market.

As of December 31, 2009 17,330,000 shares of the Company's $.001 par value common stock were issued and outstanding.

State issuer’s revenues for its most recent fiscal year: $3,067

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format: Yes [ ] No [ X ]

A.G. VOLNEY CENTER INC.

TABLE OF CONTENTS

			Page
PART I.
	Item 1.	Business	4
	Item 1A.	Risk Factors	7
	Item 2.	Properties	10
	Item 3.	Legal Proceedings	11
	Item 4.	Submission of Matters to a Vote of Security Holders	11
PART II.
	Item 5.	Market for Registrant’s Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities	12
	Item 6.	Selected Financial Data	13
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 7A.	Quantitive and Qualitative Disclosures About Market Risk	17
	Item 8.	Financial Statements and Supplementary Data	17
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	36
	Item 9A.	Controls and Procedures	36
	Item 9B.	Other Information	37
PART III.
	Item 10.	Directors, Executive Officers and Corporate Governance	38
	Item 11.	Executive Compensation	39
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	41
	Item 14.	Principal Accountant Fees and Services	41
	Item 15.	Exhibits and Financial Statement Schedules	42
Signatures			43

PART I.

ITEM 1. BUSINESS

GENERAL OVERVIEW

A .G. Volney Center is a development state company which was incorporated under the laws of the state of Delaware on March 6, 1997 under the name Lottlink Technologies, Inc. The intent was to operate vending machines that would sell lottery tickets. On April 7, 1997, the board of directors decided to change the name of the company to A.G. Volney Center, Inc. and restate the par value of the Company’s shares of common stock at per share to $0.001 per share. On the same date, in a stockholders’ meeting (the “Stockholders Meeting”), the proposed changes of the Company’s name and common stock’s par value were approved, but the amendment the Company’s Certificate of Incorporation effecting such changes was never filed with the Secretary of State of the State of Delaware. On December 31, 1997, the Company’s Certificate of Incorporation was suspended in Delaware for non-payment of franchise taxes. The Company was dormant until July 18, 2003. On that date, Lottlink Technologies, Inc. filed a renewal of the Company’s Articles of Incorporation in Delaware. On July 29, 2003, the Company filed an amendment of the Company’s Articles of Incorporation with the Secretary of State of the State of Delaware effecting a change of Company’s name Lottlink Technologies, Inc. to A.G. Volney Center, Inc. as approved in the stockholders’ Meeting.

A. G. Volney Center was reinstated in the State of Delaware to develop relationships with companies which purchase factory overruns from manufacturers and distressed merchandise from retailers at discounts. As a result, it is hoped that these companies can offer us new high quality products in quantity whereby the costs to us is substantially discounted (generally around 30% of the standard wholesale cost for the same product). It is anticipated that we will primarily sell to retailers; however, we also intend to engage in retail sales on a limited basis.

On October 19, 2006, we filed a Registration Statement on Form 10SB (File No.: 0-52269), or the Registration Statement, with the Securities and Exchange Commission, or the SEC, to register our common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Registration Statement went effective by operation of law on December 18, 2006, or the Effective Date, and we have filed all the necessary Amendments in response to the SEC comments regarding the Registration Statement. Since the Effective Date of the Registration Statement, we have become a reporting company under the Securities Exchange Act and are responsible for preparing and filing periodic and current reports under the Exchange Act with the SEC.

Any person or entity may read and copy our reports with the Securities and Exchange Commission at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov where reports, proxies and informational statements on public companies may be viewed by the public.

OUR PRINCICPAL PRODUCTS AND SERVICES

Our primary business objective is to satisfy and fulfill the demand of retailers for high quality merchandise at below wholesale costs. Our business plan is to develop relationships with companies which purchase factory overruns from manufacturers and distressed merchandise from retailers at discounts. As a result, it is hoped that these companies can offer us new high quality products in quantity whereby the costs to us is substantially discounted (generally around 30% of the standard wholesale cost for the same product). It is anticipated that we will primarily sell to retailers; however, we also intend to engage in retail sales on a limited basis.

We have purchased factory overrun and bulk merchandise and continued to make sales. Our primary business objective is to satisfy and fulfill the demand of retailers for high quality merchandise at below wholesale costs. We intend to purchase new, high quality items in quantity whereby we can sell these items immediately to retailers for an amount which includes a profit to us. We believe we can maximize net profits by minimizing fixed overhead such as salary and employee benefits.

To date, we have purchased items at an aggregate purchase price of $54,353 and resold products for an aggregate sales price of $65,414. Our sales are made by selling items purchased wholesale to small business owners for retail. Although our purchases and sales have been minimal and our expenses far exceed our revenues resulting in a net loss, we have identified potential suppliers and have opened accounts with them and continually search for suppliers in New York State to save on shipping costs. To date, we have not been able to conduct these business affairs without further capital.

We anticipate selling nationwide, but our initial focus will be in New York.

We are currently looking to find a suitable merger candidate and alternative financing. Although we have had discussions with various third parties, no firm commitments have been obtained to date.

DISTRIBUTION

We anticipate selling nationwide through the internet, but our initial focus will be in the New York area. We continually search for suppliers in New York State to save on shipping and handling costs. We have identified potential suppliers and opened accounts.

COMPETITION

We face competition from the larger and more established companies, from companies that develop new technology, as well as the many smaller companies throughout the country. For example, the last several years have shown an increase in the use of larger online sources such as Overstock.com and Ebay.com. These increases cut into our potential customer base. Companies who have a larger sales force, more money, larger manufacturing capabilities and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage, brand identification and other resources that we do not have. Our competitors might introduce less expensive or more improved merchandise. These, as well as other factors, can negatively impact our business strategy. The competition from larger overstock companies is a very serious threat that can result in substantially less revenue.

To date, we have not been able to conduct these business affairs without further capital.

Our operations are conducted by David F. Stever, our President, Chief Executive Officer, and Chief Financial Officer and Director, and Samantha M. Ford, our Secretary and Director. Currently, and for the near future, Mr. Stever deposits all payments in our bank account from which he draws upon to make purchases of inventory. He has also set up accounts with manufacturers and resellers for purchases. Mr. Stever also prepares advertising material and solicits sales by personally contacting potential buyers and interacting with potential customers online. Mr. Stever is aided in his efforts by Ms. Samantha M. Ford on a part-time basis.

We do not anticipate hiring any additional personnel or consultants unless and until further capital is raised.

EMPLOYEES

As of December 31, 2009, the Company had no full-time employees. Mr. Stever and Ms. Ford work for the Company on a part-time and as needed basis.

AVAILABLE INFORMATION

We are subject to the information reporting requirements of the Exchange Act, and accordingly, are required to file periodic reports, including quarterly and annual reports and other information with the Securities and Exchange Commission. Such reports and other information may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically. The address of the website is http://www.sec.gov.

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

This report (including the foregoing “Description of Business” and the section below entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) contains forward-looking statements that involve risks and uncertainties. You should exercise extreme caution with respect to all forward-looking statements contained in this report. Specifically, the following statements are forward-looking:

• statements regarding our overall strategy for expansion of our company, including without limitation our intended markets and future products;

• statements regarding our research and development efforts;

• statements regarding the plans and objectives of our management for future operations, including, without limitation, plans to explore other non telecommunication business along with the size and nature of the costs we expect to incur and the people and services we may employ;

• statements regarding the future of our company, our competition or regulations that may affect us;

• statements regarding our ability to compete with third parties;

• any statements using the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar words; and

• any statements other than historical fact.

We believe that it is important to communicate our future expectations to our shareholders. Forward-looking statements reflect the current view of management with respect to future events and are subject to numerous risks, uncertainties and assumptions, including, without limitation, the factors listed in “Risks Associated with Our Business.” Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Should any one or more of these or other risks or uncertainties materialize or should any underlying assumptions prove incorrect, actual results are likely to vary materially from those described in this report. There can be no assurance that the projected results will occur, that these judgments or assumptions will prove correct or that unforeseen developments will not occur.

Any person or entity may read and copy our reports filed with the Securities and Exchange Commission at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an Internet site at HTTP://WWW.SEC.GOV where reports, proxies and informational statements on public companies may be viewed by the public.

ITEM 1A. RISK FACTORS

In addition to the other information in this report, the following risks should be considered carefully in evaluating our business and prospects:

WE HAVE A LIMITED OPERATING HISTORY WHICH MAY NOT BE AN INDICATOR OF OUR FUTURE RESULTS.

As a result of our limited operating history, our plan for rapid growth, and the increasingly competitive nature of the markets in which we operate, the historical financial data is of limited value in evaluating our future revenue and operating expenses. Our planned expense levels will be based in part on expectations concerning future revenue, which is difficult to forecast accurately based on current plans of expansion and growth. We may be unable to adjust spending in a timely manner to compensate for any unexpected shortfall in revenue. Further, general and administrative expenses may increase significantly as we expand operations. To the extent that these expenses precede, or are not rapidly followed by, a corresponding increase in revenue, our business, operating results, and financial condition will suffer.

WE MAY HAVE TO DISCONTINUE OPERATIONS.

If we are unable to achieve or sustain profitability, or if operating losses increase in the future, we may have to discontinue operations. Our expenses have historically exceeded our revenues and we have had losses in all fiscal years of operation, including those in fiscal years 2008 and 2009, and the losses are projected to continue in 2010. Our net losses were $(39,067) and $ (4,080) for fiscal years ended 2008 and 2009, respectively. We have been concentrating on the development of our products, services and business plan. There is no assurance that we will be successful in implementing our business plan or that we will be profitable now or in the future.

WE MAY NOT SUCCEED OR BECOME PROFITABLE.

We will need to generate significant revenues to achieve profitability and we may be unable to do so. Even if we do achieve profitability, we may not be able to sustain or increase profitability in the future. We expect that our expenses will continue to increase and there is no guarantee that we will not experience operating losses and negative cash flow from operations for this fiscal year or for the foreseeable future. If we do not achieve or sustain profitability, then we may be unable to continue our operations.

OUR OFFICERS AND DIRECTORS HAVE LIMITED TIME TO DEVOTE AND LACK SALES EXPERIENCE

Our current officers and directors have experience in retail but not wholesale sales and have limited time to devote. For example, Ms. Ford will only be able to devote 10% of her time to the business . Samantha M. Ford, an officer and director, has approximately two years experience in sales as an associate in a major retail chain and two years experience as an assistant manager at a Thrift Store. However, her experience is limited, and she has no experience in discount or overrun merchandise.

The amount of time officers and directors devote to our business may be limited:

Officer/Director	Percent (%) of time to be dedicated to Company
David F. Stever (Pres., CEO, CFO and Director)	40%
Samantha M. Ford (Secretary, Treasurer and Director)	10%

Until we sustain operations and achieve profitability, we will be unable to retain the full time services of these individuals or pay either one of them monetary compensation for their services. The loss of either of them would have a material adverse effect on our business operations.

WE WILL NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.

We will be required to seek additional financing in the future to respond to increased expenses or shortfalls in anticipated revenues, accelerate product development and deployment, respond to competitive pressures, and develop new or enhanced products. We cannot be certain we will be able to find such additional financing on reasonable terms, or at all. If we are unable to obtain additional financing when needed, we could be required to modify our business plan in accordance with the extent of available financing.

IF WE ENGAGE IN ACQUISITIONS, WE MAY EXPERIENCE SIGNIFICANT COSTS AND DIFFICULTY ASSIMILATING THE OPERATIONS OR PERSONNEL OF THE ACQUIRED COMPANIES, WHICH COULD THREATEN OUR FUTURE GROWTH.

If we make any acquisitions, we could have difficulty assimilating the operations, technologies and products acquired or integrating or retaining personnel of acquired companies. In addition, acquisitions may involve entering markets in which we have no or limited direct prior experience. The occurrence of any one or more of these factors could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition, pursuing acquisition opportunities could divert our management's attention from our ongoing business operations and result in decreased operating performance.

Moreover, our profitability may suffer because of acquisition-related costs or amortization of acquired goodwill and other intangible assets. Furthermore, we may have to incur debt or issue equity securities in future acquisitions. The issuance of equity securities would dilute our existing stockholders.

IF WE CANNOT ATTRACT, RETAIN, MOTIVATE AND INTEGRATE ADDITIONAL SKILLED PERSONNEL, OUR ABILITY TO COMPETE WILL BE IMPAIRED.

Many of our current and potential competitors have more employees than we do. Our success depends in large part on our ability to attract, retain and motivate highly qualified management and technical personnel. We face intense competition for qualified personnel. The industry in which we compete has a high level of employee mobility and aggressive recruiting of skilled personnel. If we are unable to continue to employ our key personnel or to attract and retain qualified personnel in the future, our ability to successfully execute our business plan will be jeopardized and our growth will be inhibited.

BECAUSE OUR OFFICERS AND DIRECTORS ARE INDEMNIFIED AGAINST CERTAIN LOSSES, WE MAY BE EXPOSED TO COSTS ASSOCIATED WITH LITIGATION.

If our directors or officers become exposed to liabilities invoking the indemnification provisions, we could be exposed to additional un-reimbursable costs, including legal fees. Our bylaws provide that our directors and officers will not be liable to us or to any shareholder and will be indemnified and held harmless for any consequences of any act or omission by the directors and officers unless the act or omission constitutes gross negligence or willful misconduct. Extended or protracted litigation could have a material adverse effect on our cash flow.

OUR STOCK PRICE MAY BE VOLATILE.

There is currently no trading market for our securities, and there is a chance that a trading market may never develop. However, in the event that we do develop a trading market for our common stock, the market price of our common stock will likely fluctuate significantly in response to the following factors, some of which are beyond our control:

Variations in our quarterly operating results;

Changes in financial estimates of our revenues and operating results by securities analysts;

Announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or

capital commitments;

Additions or departures of key personnel;

Future sales of our common stock;

Stock market price and volume fluctuations attributable to inconsistent trading volume levels of our stock;

Commencement of or involvement in litigation.

In addition, the equity markets have experienced volatility that has particularly affected the market prices of equity securities issued by wholesale companies and that often has been unrelated or disproportionate to the operating results of those companies. These broad market fluctuations may adversely affect the market price of our common stock.

WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS ON OUR COMMON STOCK.

We have not paid any dividends on our Common Stock since inception and do not anticipate paying any dividends on our Common Stock in the foreseeable future. Instead, we intend to retain any future earnings for use in the operation and expansion of our business.

WE LACK OPERATING HISTORY

We have no operating history so it will be difficult for you to evaluate an investment in our common stock.

We were formed in 1997 as a vending machine business under the name of Lottlink Technologies, Inc. but did not commence business at that time. Our business activities have been limited to amending the Articles of the Corporation on July 29, 2003 to amend the corporate name to A.G. Volney Center, Inc., and contacting companies that acquire and warehouse inventory from factory overruns and retailers with overstocks in New York, Pennsylvania, Vermont and Ohio. There is no assurance that we will be successful in acquiring factory overruns or overstock merchandise for sale at discount prices.

We do not have an established source of revenue sufficient to cover our operating costs to allow us to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to successfully compete, operate profitably and/or raise additional capital through other means.

CURRENTLY THERE IS NO MARKET FOR OUR COMMON STOCK.

Currently, there is no market for our common stock. We intend to request that a broker-dealer / market maker submit an application to make a market for the Company's shares on the OTC Bulletin Board. However, there can be no assurance that the application will be accepted or that any trading market will ever develop or be maintained on the OTC Bulletin Board, pink sheets or any other recognized trading market or exchange. Any trading market for the common stock that may develop in the future will most likely be very volatile, and numerous factors beyond the control of the Company may have a significant effect on the market. Only companies that report their current financial information to the SEC may have their securities included on the OTC Bulletin Board. In the event that the Company loses this status as a "reporting issuer," any future quotation of its common stock on the OTC Bulletin Board may be jeopardized.

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

that a broker or dealer approve a person's account for transactions in penny stocks; and

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person; and

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

sets forth the basis on which the broker or dealer made the suitability determination; and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

WE WILL ENCOUNTER SUBSTANTIAL COMPETITION

The discount market for wholesale and retail merchandise is highly competitive and involves a high degree of risk and there is no assurance that we will be able to operate profitably. In the retail segment of our business, which will be minimal, we will experience substantial competition with other entities such as Dollar Discounts, All-A-Dollar, Dollar General and Discount Houses in the sale and marketing of merchandise all of which have greater name recognition and experience.

ITEM 2. PROPERTIES

The Company does not own property. Our operations are conducted from our President’s personal residence located at 124 Lincoln St. South Liverpool, NY 13088. We do not pay rent for the use of these facilities and therefore we have no lease.

ITEM 3.LEGAL PROCEEDINGS

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .

Not Applicable.

PART II.

ITEM 5. MARKET FOR REGISTRANTS RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES .

(a)	MARKET INFORMATION. The Company's common stock is not trading on any public trading market or

stock exchange.

(b) HOLDERS. As of December 31, 2009, there were approximately 61 holders of the 17,330,000 shares of the Company’s common stock.

(c) DIVIDEND POLICY. We have not declared or paid any cash dividends on our common stock and we do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of our Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as our Board of Directors may consider.

(d) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. We have not authorized the issuance of any of our securities in connection with any form of equity compensation plan.

(e)	RECENT SALE OF UNREGISTERED SECURITIES.

During the year ended December 31, 2009, there were no sales of unregistered securities.

During the year ended December 31, 2008, the following shares of common stock were purchased at $0.01 per share:

Amanda Godin residing in Liverpool, New York purchased 500,000 shares; Mary K. Evans residing in Liverpool, New York purchased 500,000 shares; Justin Lamacchia residing in Orlando Florida purchased 10,000 shares; John R. Pichotto III residing in Orlando Florida purchased 10,000 shares; Lindsay Leploski residing in Buffalo, New York purchased 10,000 shares; Rebecca McGuiness residing in Fulton, New York, purchased 500,000 shares; Gloris Goff residing in Mesa, Arizona purchased 500,000 shares; John Passalaqua residing in

Liverpool, New York purchased 500,000 shares; and Stephanie Passalaqua residing in Brewerton, New York purchased 500,000 shares. We did not have any sales of securities that were not registered under the Securities Act of 1933, as amended.

(f) TRANSFER AGENT. Olde Monmouth Stock Transfer Co., Inc.

200 Memorial Parkway

Atlantic Highlands, N.J. 07716

Phone: 732-872-2727

Fax: 732-872-2728

ITEM 6. SELECTED FINANCIAL DATA .

The table below summarizes our audited balance sheet at December 31, 2009 compared to December 31, 2008, and statement of operations for the fiscal year ended December 31, 2009 compared to December 31, 2008.

	At December 31,
	2009 (Audited)			2008 (Audited)
Balance Sheet:
Cash	$	23		$	829
Total Assets	$	3,086		$	8,262
Total Liabilities	$	66,857		$	67,953
Total Stockholders’ Equity (Deficit)	$	(63,771	)	$	(59,691	)

	For the Fiscal Year Ended December 31,
	2008 (Audited)			2008 (Audited)
Statement of Operations :
Revenue	$	3,067		$	24,728
Net Loss	$	(4,080	)	$	(39,067	)
Net Loss Per Share of Common Stock		---			---

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:

-	discuss our future expectations;
-	contain projections of our future results of operations or of our financial condition; and
-	state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors," "Business" and elsewhere in this prospectus. See "Risk Factors."

ORGANIZATION AND BASIS OF PRESENTATION

The following discussion and analysis is based on the audited financial statements for the years ended December 31, 2009 and 2008 of A.G. Volney Center, Inc.,, a Delaware corporation (“A.G. Volney,” the “Company,” “our,” or “we”). All significant inter-company amounts have been eliminated. In the opinion of management, the audited financial statements presented herein reflect all adjustments (consisting only of normal recurring adjustments) necessary for fair presentation. Interim results are not necessary indicative of results to be expected for the entire year.

We prepare our financial statements in accordance with generally accepted accounting principles (GAAP), which require that management make estimates and assumptions that affect reported amounts. Actual results could differ from these estimates.

Certain of the statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

We have had only limited operations since our renewal in July 2003. We have limited assets of $3,086 as of December 31, 2009. In 2009 a majority of the assets were in the form of accounts receivable from customers that purchased merchandise.

If we are unable to achieve or sustain profitability, or if operating losses increase in the future, we may not be able to remain a viable company and may have to discontinue operations. Our expenses have historically exceeded our revenues and we have had losses in all fiscal years of operation, including those in fiscal years 2009 and 2008, and the losses are projected to continue in 2010. Our net losses were $(4,080) and $(39,067) through the fiscal years ended 2009 and 2008, respectively. We have a cumulative net loss from March 6, 1997 (Date of Inception) to December 31, 2009 of $(117,371). We have been concentrating on the development of our products, services and business plan. There is no assurance that we will be successful in implementing our business plan or that we will be profitable now or in the future.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restructurings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.

GOING CONCERN QUALIFICATION

In their Independent Auditor's Report for the fiscal years ending December 31, 2009, Robison, Hill & Co. stated that several conditions and events cast substantial doubt about our ability to continue as a “going concern.” We have incurred net loses of approximately $(117,371) from our inception on March 6, 1997 to December 31, 2009. At December 31, 2009, we had $23 cash on hand, $3,063 in accounts receivable, $0 in inventory and an accumulated deficit of $(117,371). See “Liquidity and Capital Resources.”

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2009, we had $23 cash on hand and an accumulated deficit of $(117,371).Our primary source of liquidity has been from the sales of common stock and borrowings from a Joseph C. Passalaqua, a principal stockholder and Mary Passalaqua a principal stockholder. The Company has generated $40,300 from the sale of common stock. As of December 31, 2009, we have notes payable to Joseph C. Passalaqua and Mary Passalaqua, both shareholders in the Company, in the amount $35,722. These notes bear a simple interest rate of 18% per annum and are payable upon demand. As of December 31, 2009, the accrued interest on these notes was $6,387.

Net cash used in operating activities was $17,035 during the twelve-month period ended December 31, 2009. This compares to net cash used in operating activities of $35,453 for the twelve-month period ended December 31, 2008.

Net cash provided by investing activities was $0 during twelve-month period ended December 31, 2009. This compares to net cash provided by investing activities of $0 for the twelve-month period ended December 31, 2008.

Net cash provided by financing activities was $16,229 during twelve-month period ended December 30, 2009, representing the proceeds from related party notes in the amount of $16,229. This compares to net cash provided by financing activities of $35,343 for the twelve-month period ended December 31, 2008, representing the proceeds from related party notes of $27,993 and $(22,950) subtracted due to the partial repayment on some of these loans in 2008 and the sale of common stock totaling $30,300.

Our expenses to date are largely due to professional fees that include accounting and legal fees. In 2009 there was an extinguishment of debt of legal fees that totaled $30,000.

To date, we have had minimal revenues; and we require additional financing in order to finance our business activities on an ongoing basis. Our future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. We are actively pursuing alternative financing and have had discussions with various third parties, although no firm commitments have been obtained to date. In the interim, shareholders of the Company have committed to meet our minimal operating expenses. We believe that actions presently being taken to revise our operating and financial requirements provide them with the opportunity to continue as a “going concern,” although no assurances can be given.

REVENUE RECOGNITION POLICIES

The Company generates revenues by selling products purchased at a discount. The Company recognizes revenues in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, "Revenue Recognition." SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions. The Company recognizes revenue when the earnings process is complete. That is, when the arrangements of the goods are documented, the pricing becomes final and collectibility is reasonably assured. An allowance for bad debt is provided based on estimated losses. For revenue received in advance for goods, the Company records a current liability classified as either deferred revenue or customer deposits. As of the year ended December 31, 2009, there was no deferred revenue.

COSTS RELATED TO OUR OPERATION

The principle costs related to the ongoing operation of the Company’s business consists of payments made by the Company to wholesale distributors for merchandise.

NET LOSS FROM OPERATIONS

We had net loss after taxes of $(4,080) for the fiscal year ended December 31, 2009 as compared to a net loss after taxes of $(39,067) for the fiscal year ended December 31, 2008. This decrease in net loss from 2008 to 2009 was due to an extinguishment of debt in 2009.

WORKING CAPTIAL

We had total assets of $3,086 and total liabilities of $66,857, which results in working capital deficit of $(63,771)for the fiscal year ended December 31, 2009 as compared to total assets of $8,262 and total liabilities of $67,953 resulting in a working capital deficit of $(59,691) as of December 31, 2008.

THE YEAR ENDED DECEMBER 31, 2009 COMPARED TO THE YEAR ENDED DECEMBER 31, 2008

REVENUES

Our total revenue decreased by $21,661, or approximately 88%, from $24,728 in the year ended December 31, 2008 to $3,067 in the year ended December 31, 2009. This decrease was attributable to the decline in demand from our customers for our products and a decline in sales during the twelve months in 2009 over the same period in 2008. The sold merchandise consisted of various types of overstock merchandise, including candles purchased on the internet.

COST OF SALES

Our overall cost of sales decreased by $20,150, or approximately 95%, from $21,150 in the year ended December 31, 2008 to $1,000 in the year ended December 31, 2009. This decrease in cost of sales was a direct effect of a decline in total sales during the twelve months in 2009. This decline in demand lead to the Company purchasing a lower amount of inventory over the previous period in 2008.

OPERATION AND ADMINISTATIVE EXPENSES

Operating expenses decreased by $8,558 or approximately 21%, from $40,015 in the year ended December 31, 2008 to $31,457 in the year ended December 31, 2009. Operating expenses primarily consist of general and administrative expenses (G&A), outside services, organizational costs and professional fees. G&A expenses, made up primarily of office expense and postage and delivery expenses, decreased by $1,512, from $2,125 in the twelve months ended December 31, 2008 to $613 in the twelve months ended December 31, 2009. Outside Services made up stock transfer services and Outside Services, made up of registered agent fees and incorporation fees, increased by $ 2,479, from $859 in the twelve months ended December 31, 2008 to $ 3,338 in the twelve months ended December 31, 2009. Professional fees, made up of accounting and legal fees decreased by $9,525, from $37,031 in the year ended December 31, 2008 to $27,506 in the year ended December 31, 2009. These are fees we pay to accountants and attorneys throughout the year for performing various tasks. Our expenses to date are largely due to professional fees that include accounting and legal fees. In 2009 there was an extinguishment of debt of legal fees that totaled $30,000.

COMMON STOCK

Our board of directors is authorized to issue 100,000,000 shares of common stock, with a par value of $0.001. There are an aggregate of 17,330,000 shares of Common Stock issued and outstanding, which are held by 61 stockholders as of the date of this Annual Report. All shares of our common stock have one vote per share on all matters, including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non-assessable. In the event of liquidation of the Company, the holders of common stock will share equally in any balance of the Company's assets available for distribution to them after satisfaction of creditors and preferred stockholders, if any. The holders of our common stock are entitled to equal dividends and distributions per share with respect to the Common Stock when, as and if, declared by the board of directors from funds legally available.

PREFERRED STOCK

We are authorized to issue 10,000,000 shares of Preferred Stock, with a par value of $0.001. There are 0 shares of preferred stock issued and outstanding as of the date of this form 10-K.

ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies -- from companies that develop new technology, as well as the many smaller companies throughout the country.

MILESTONES

We have set the following milestones to implement our business plan.

· Locate suitable retailers to whom we can resell overstock merchandise purchased by us over the internet. We’ve commenced locating suitable retailers in May 2006. The Company established three major customers; Wisteria Antiques, Fountain Treats and Kim’s Country Classics which accounted for $ 60,917 of the total accumulated sales of $65,414 or 93% of the total accumulated sales of the Company to date.

· Increase volume of inventory purchases and resale utilizing retained earnings from the past 12 to 24 months. The estimated date is December 2010.

To date, we have not been able to conduct these business affairs without further capital.

We do not anticipate hiring any additional personnel or consultants unless and until further capital is raised.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

A .G. VOLNEY CENTER, INC.

(A Development Stage Company)

-:-

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS' REPORT

DECEMBER 31, 2009

CONTENTS

	Page

Independent Registered Public Accountants' Report	F - 1

Balance Sheets
December 31, 2009 and December 31, 2008	F - 2

Statements of Operations
For the years ended December 31, 2009 and 2008
Since March 6, 1997 (inception) to December 31, 2009	F - 3

Statement of Stockholders' Equity
Since March 6, 1997 (inception) to December 31, 2009	F - 4

Statements of Cash Flows
For the years Ended December 31, 2009 and 2008
Since March 6, 1997 (inception) to December 31, 2009	F - 5

Notes to Financial Statements	F - 6

F - 1




ROBISON, HILL & CO.				Certified Public Accountants
A PROFESSIONAL CORPORATION
				BRENT M. DAVIES, CPA
				DAVID O. SEAL, CPA
				W. DALE WESTENSKOW, CPA
				BARRY D. LOVELESS, CPA
				STEPHEN M. HALLEY, CPA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of A.G. Volney Center, Inc.

We have audited the accompanying balance sheets of A.G. Volney Center, Inc. (a development stage company) as of December 31, 2009 and 2008, and the related statements of income, stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2009. A.G. Volney Center, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of A.G. Volney Center, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred net losses of approximately $117,000, has a liquidity problem and has minimal revenues, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ ROBISON, HILL & CO.

Robison, Hill & Co.

Certified Public Accountants

Salt Lake City, UT

February 25, 2010

F - 2

A.G. VOLNEY CENTER, INC.
(A Development Stage Company)
BALANCE SHEETS


	December 31,			December 31,
	2009			2008
ASSETS
Current Assets:
Cash	$	23		$	829
Accounts Receivable		3,063			6,433
Inventory (at lower of FIFO cost or market)		-			1,000

Total Current Assets		3,086			8,262

TOTAL ASSETS	$	3,086		$	8,262

LIABILITIES & EQUITY
Current Liabilities:
Accounts Payable	$	17,956		$	42,217
Related Party Payable		6,700			4,431
Sales Tax Payable		92			55
Shareholder Loans		35,722			19,493
Interest Payable		6,387			1,757

Total Current Liabilities		66,857			67,953

Total Liabilities		66,857			67,953

Stockholders' Equity
Preferred Stock- $.001 par value; 10,000,000 shares
authorized; 0 shares outstanding
as of December 31, 2009 and December 31, 2008		-			-
Common Stock- $.001 par value; 100,000,000 shares
authorized; 17,330,000 shares outstanding
as of December 31, 2009 and December 31, 2008		17,330			17,330
Additional Paid-In Capital		36,270			36,270
Deficit Accumulated During the Development Stage		(117,371	)		(113,291	)

Total Stockholders' Equity		(63,771	)		(59,691	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,086		$	8,262


The accompanying notes are an integral part of these financial statements

F - 3

A.G. Volney Center, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS

	For the Year Ended						Cumulative Since
	December 31,						March 6, 1997
	2009			2008			(Inception)
Revenues:
Sales Revenue	$	2,602		$	24,624		$	64,598
Related Party Sales Revenue		465			104			816
Less: Cost of Goods Sold		(1,000	)		(21,150	)		(54,353	)
Gross Profit		2,067			3,578			11,061

Expenses:
General and Administrative		613			2,125			3,978
Accounting Fees		16,648			14,600			53,048
Related Party Accounting Fees		3,463			4,431			13,763
Legal Fees		7,395			18,000			60,395
Organizational Costs		-			700			14,280
Outside Services		3,338			159			4,531
Total Expenses		31,457			40,015			149,995

Operating Income (Loss)		(29,390	)		(36,437	)		(138,934	)

Other (Income) Expense
Extinguishment of Liabilities		30,000			-			30,000
Interest, Net		(4,630	)		(2,430	)		(7,209	)
Total Other Income (Expense)		25,370			(2,430	)		22,791

Net Loss Before Taxes		(4,020	)		(38,867	)		(116,143	)

Franchise Tax		(60	)		(200	)		(1,228	)

Net Income (Loss)	$	(4,080	)	$	(39,067	)	$	(117,371	)

Basic & Diluted Loss per Share	$	(0.00	)	$	(0.00	)

Weighted Average Shares
Outstanding		17,300,000			16,435,479

The accompanying notes are an integral part of these financial statements

F - 4

A. G. VOLNEY CENTER, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY

							Deficit
							Accumulated
							Since			Total
							March 6,			Stockholders'
	Common Stock				Paid in		1997			Equity
	Shares		Par Value		Capital		(Inception)			Deficiency
Balance at March 6, 1997 (Inception)		1,210	$	12,100	$	-	$	-		$	12,100
Net Loss		-		-		-		(12,100	)		(12,100	)
Balance at December 31, 1997		1,210		12,100		-		(12,100	)		-

Balance at December 31, 2002
as originally reported		1,210		12,100		-		(12,100	)		-
July 29, 2003 10,000:1 Forward Stock Split		12,098,790		-		-		-			-
Restated Balance at December 31, 2002		12,100,000		12,100		-		(12,100	)		-
Stock issued for Services July 31, 2003		1,200,000		1,200		-		-			1,200
Net Loss		-		-		-		(1,200	)		(1,200	)
Balance at December 31, 2003		13,300,000		13,300		-		(13,300	)		-

Stock issued for Cash, February 26, 2004		100,000		100		900		-			1,000
Stock issued for Cash, March 02, 2004		500,000		500		4,500		-			5,000
Stock issued for Cash, March 12, 2004		100,000		100		900		-			1,000
Net Loss		-		-		-		(1,717	)		(1,717	)
Balance at December 31, 2004		14,000,000		14,000		6,300		(15,017	)		5,283

Stock issued for Cash, October 23, 2005		100,000		100		900		-			1,000
Stock issued for Cash, October 31, 2005		100,000		100		900		-			1,000
Net Loss		-		-		-		(412	)		(412	)
Balance at December 31, 2005		14,200,000		14,200		8,100		(15,429	)		6,871

Stock issued for Cash, February 13, 2006		100,000		100		900		-			1,000
Net Loss		-		-		-		(14,983	)		(14,983	)
Balance at December 31, 2006		14,300,000		14,300		9,000		(30,412	)		(7,112	)

Net Loss		-		-		-		(43,812	)		(43,812	)
Balance at December 31, 2007		14,300,000		14,300		9,000		(74,224	)		(50,924	)

Stock issued for Cash, April 11, 2008		1,030,000		1,030		9,270		-			10,300
Stock issued for Cash, April 22, 2008		1,000,000		1,000		9,000		-			10,000
Stock issued for Cash, April 23, 2008		500,000		500		4,500		-			5,000
Stock issued for Cash, April 24, 2008		500,000		500		4,500		-			5,000
Net Loss		-		-		-		(39,067	)		(39,067	)
Balance at December 31, 2008		17,330,000		17,330		36,270		(113,291	)		(59,691	)

Net Loss		-		-		-		(4,080	)		(4,080	)
Balance at December 31, 2009		17,330,000	$	17,330	$	36,270	$	(117,371	)	$	(63,771	)

The accompanying notes are an integral part of these financial statements

F - 5

A.G. VOLNEY CENTER, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS

							Cumulative
							since
	For the Year Ended						March 6,
	December 31,						1997
	2009			2008			(Inception)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss	$	(4,080	)	$	(39,067	)	$	(117,371	)
Stock Issued for Organizational Costs		-			-			13,300
(Increase) Decrease in Accounts Receivable		3,370			8,679			(3,063	)
(Increase) Decrease in Inventory		1,000			84			-
Increase (Decrease) in Accounts Payable		(24,261	)		(9,784	)		17,956
Increase (Decrease) in Related Party Payable		2,269			3,318			6,700
Increase (Decrease) in Sales Tax Payable		37			9			92
(Increase) Decrease in Accrued Interest		4,630			1,308			6,387
Net Cash Used in Operating Activities		(17,035	)		(35,453	)		(75,999	)

CASH FLOWS FROM INVESTING
ACTIVITIES
Net Cash Provided by Investing Activities		-			-			-

CASH FLOWS FROM FINANCING
ACTIVITIES:
Common Stock Issued for Cash		-			30,300			40,300
Payment on Shareholder Loan		-			(22,950	)		(22,950	)
Proceeds from Shareholder Loan		16,229			27,993			58,672
Net Cash Provided by Financing Activities		16,229			35,343			76,022

Net (Decrease) Increase in
Cash and Cash Equivalents		(806	)		(110	)		23
Cash and Cash Equivalents
at Beginning of Period		829			939			-
Cash and Cash Equivalents
at End of Period	$	23		$	829		$	23

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-		$	1,121		$	1,121
Franchise and Income Taxes	$	60		$	200		$	1,228

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock Issued for Services	$	-		$	-		$	13,300

The accompanying notes are an integral part of these financial statements

F - 6

A.G. VOLNEY CENTER, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of accounting policies for A.G. Volney Center, Inc. (a development stage company) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Nature of Operations and Going Concern

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that A. G. Volney Center, Inc. (hereto referred to as the “Company”) will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.

Several conditions and events cast doubt about the Company’s ability to continue as a “going concern.” The Company has incurred net losses of approximately $117,000 for the period from March 6, 1997 (inception) to December 31, 2009, has an accumulated deficit, has recurring losses, has minimal revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a “going concern”

These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”. While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.

F - 7

A.G. VOLNEY CENTER, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Organization and Basis of Presentation

The Company was incorporated under the laws of the State of Delaware on March 6, 1997 under the name Lottlink Technologies, Inc. On July 29, 2003 the Articles of Incorporation were amended to change the Company’s name to A.G. Volney Center, Inc. The Company is to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business. Since March 6, 1997, the Company is in the development stage, and has not commenced planned principal operations. The Company has a December 31 year end.

Nature of Business

The Company was formed for the purpose of acquiring products from manufacturers (factory overruns) and retailers (overstocks) and marketing the lower priced merchandise to the retail public and wholesalers. It is anticipated that we can sell the products at a substantial discount below wholesale prices for similar products.

The Company’s principal executive offices are located at 124 Lincoln Ave. South Liverpool, NY 13088. Our telephone number is (315) 703-9012.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

F - 8

A.G. VOLNEY CENTER, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

The Company generates revenues by selling products purchased at a discount. The Company recognizes revenues in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, "Revenue Recognition." SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions. The Company recognizes revenue when the earnings process is complete. That is, when the arrangements of the goods are documented, the pricing becomes final and collectibility is reasonably assured. An allowance for bad debt is provided based on estimated losses. For revenue received in advance for goods, the Company records a current liability classified as either deferred revenue or customer deposits. As of the years ended December 31, 2009 and 2008, there was no deferred revenue.

Allowance for Doubtful Accounts

The Company recognizes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectibility. Bad debt reserves are maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. As of December 31, 2009 and 2008, the Company has determined an allowance for doubtful accounts is not necessary.

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company had cash and cash equivalents of $23 and $829 as of December 31, 2009 and 2008 all of which was fully covered by federal depository insurance.

F - 9

A.G. VOLNEY CENTER, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Inventories

Inventories are valued at the lower of cost or market, with cost determined on a first-in, first-out basis and market based upon the replacement cost or realizable value. Inventories consisted of the following amounts.

	December 31,
	2009		2008

Candles	$	0	$	1,000

Total	$	0	$	1,000

Loss per Share

Basic loss per share has been computed by dividing the loss for the year applicable to the common stockholders’ by the weighted average number of common shares outstanding during the years. There were no common equivalent shares outstanding at December 31, 2009 and 2008.

Major Supplier

During the year ended December 31, 2009 the company did not make any purchases. During the year ended December 31, 2008 one supplier, Seven Oceans Enterprises, Inc. accounted for 100% of the inventory purchased. The loss of this supplier would adversely impact the business of the Company.

F - 10

A.G. VOLNEY CENTER, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Major Customers

During the year ended December 31, 2009, one major customer accounted for 85% of the Company’s revenues. The Company had revenues of $2,602 from Fountain Treats. The total revenues for December 31, 2009 were $3,067.

Financial Instruments

The Company’s financial assets and liabilities consist of cash, accounts receivable, and accounts payable. Except as otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values due to the short-term maturities of these instruments.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No.109, “Accounting for Income Taxes.” SFAS No.109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.

Reclassification

Certain reclassifications have been made in the 2008 financial statements to conform to the December 31, 2009 presentation.

Recent Accounting Standards

In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2009-13 (ASU 2009-13), which provided an update to ASC 605. ASU 2009-13 addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting in multiple-deliverable arrangements. The amendments in this update will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the impact that this update will have on its Financial Statements.

F - 11

A.G. VOLNEY CENTER, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Standards (Continued)

In June 2009, the FASB created the Accounting Standards Codification, which is codified as ASC 105. ASC 105 establishes the codification as the single official non-governmental source of authoritative accounting principles (other than guidance issued by the SEC) and supersedes and effectively replaces previously issued GAAP hierarchy framework. All other literature that is not part of the codification will be considered non-authoritative. The codification is effective for interim and annual periods ending on or after September 15, 2009. The Company has applied the codification, as required, beginning with the 2009 Form 10-K. The adoption of the codification did not have a material impact on the Company’s financial position, results of operations or cash flows.

In June 2009, the FASB updated ASC 855, which established principles and requirements for subsequent events. This guidance details the period after the balance sheet date which the Company should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which the Company should recognize events or transactions occurring after the balance sheet date in its financial statements and the required disclosures for such events. ASC 855 is effective for interim and annual periods ending after June 15, 2009. The implementation of ASC 855 did not have a material effect on the Company’s financial statements. The Company adopted ASC 855, and has evaluated all subsequent events through February 25, 2010.

In April 2009, the FASB updated ASC 820 to provide additional guidance for estimating fair value when the volume and level of activity for the asset or liability have decreased significantly. ASC 820 also provides guidance on identifying circumstances that indicate a transaction is not orderly. The implementation of ASC 820 did not have a material effect on the Company’s financial statements.

In April 2009, the FASB updated ASC 825 regarding interim disclosures about fair value of financial instruments. ASC 825 requires disclosures about fair value of financial instruments in interim reporting periods of publicly traded companies that were previously only required to be disclosed in annual financial statements. The implementation of ASC 825 did not have a material effect on the Company’s financial statements.

F - 12

A. G. VOLNEY CENTER, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Standards (Continued)

In April 2009, the FASB updated ASC 320 for proper recognition and presentation of other-than-temporary impairments. ASC 320 provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. The implementation of ASC 320 did not have a material effect on the Company’s consolidated financial statements.

NOTE 2 - INCOME TAXES

As of December 31, 2009, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $104,000 that may be offset against future taxable income through 2029. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.

	2009			2008
Net Operating Losses	$	15,600		$	15,000
Valuation Allowance		(15,600	)		(15,000	)
	$	-		$	-

The provision for income taxes differs from the amount computed using the federal US statutory income tax rate as follows:

	2009			2008
Provision (Benefit) at US Statutory Rate	$	600		$	5,861
Increase (Decrease) in Valuation Allowance		(600	)		(5,861	)
	$	-		$	-

The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and causes a change in management's judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.

F - 13

A.G. VOLNEY CENTER, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 3 - DEVELOPMENT STAGE COMPANY

The Company has not begun principal operations and as is common with a development stage company, the Company will have recurring losses during its development stage. The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.

NOTE 4 – UNCERTAIN TAX POSITIONS

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of the provisions of FIN 48 did not have a material impact on the company’s financial position and results of operations. At January 1, 2008, the company had no liability for unrecognized tax benefits and no accrual for the payment of related interest.

Interest costs related to unrecognized tax benefits are classified as “Interest expense, net” in the accompanying statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $0 of interest expense related to unrecognized tax benefits during 2008. In many cases the company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities.

With few exceptions, the company is generally no longer subject to U.S. federal, state, local or non-U.S. income tax examinations by tax authorities for years before 2006. The following describes the open tax years, by major tax jurisdiction, as of January 1, 2009:

United States (a)

2006– Present

(a)	Includes federal as well as state or similar local jurisdictions, as applicable.

F - 14

A.G. VOLNEY CENTER, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 5 – EXTINGUISHMENT OF LIABILITIES

As of December 31, 2009, the Company negotiated a $30,000 reduction in accounts payable for legal services accrued in 2007. This reduction has been recorded as a reduction to accounts payable on the accompanying balance sheet as of December 31, 2009 and as an extinguishment of liabilities on the accompanying statements of operations and cash flows for the year ended December 31, 2009.

NOTE 6 - COMMITMENTS

As of December 31, 2009, all activities of the Company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.

NOTE 7 – RELATED PARTY TRANSACTIONS

As of December 31, 2009, Inna Sheveleva, shareholder of the Company and David Stever, President and shareholder of the Company, were customers of the Company accounting for 15% of the sales revenue for the period. As of December 31, 2009, the Company has a Related Party Accounts Receivable in the amount of $461 due from David Stever.

As of December 31, 2009, two major shareholders, Joseph C. Passalaqua and Mary Passalaqua, loaned the Company $35,722. These loans are payable on demand and carry a simple interest rate of 18% per annum. In 2008, a partial repayment to Joseph C. Passalqua was made to both principle and interest. As of December 31, 2009 there was $6,387 of interest due on the notes.

As of December 31, 2009, the Company currently has a Related Party Accounts Payable in the amount of $6,700 due to Lyboldt-Daly, Inc. for Bookkeeping expenses. Joseph Passalaqua (a major shareholder and an in-law to Stephanie Passalaqua officer of the Company) is President and Sole Director of Lyboldt-Daly, Inc. Total bookkeeping services during the year ended December 31, 2009 were $3,463.

F - 15

A.G. VOLNEY CENTER, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 7 – RELATED PARTY TRANSACTIONS (Continued)

During 2003, the Company issued 400,000 shares to David F. Stever, President of the Company/ Director, for services rendered.

During 2003, the Company issued 400,000 shares to Samantha Ford, Secretary of the Company/ Director, for services rendered.

During 2003, the Company issued 400,000 shares to John J. Connolly, Director of the Company, for services rendered.

NOTE 8- COMMON STOCK TRANSACTIONS

On March 6, 1997, the Company issued 1,210 shares of no par common stock for services. Shares were valued at $10 per share.

On April 7, 1997, the Board of Directors amended the Certificate of Incorporation by changing the total authorized stock to 25 million shares with a par value of $.001 per share. This Amendment was not filed or effective until July 29, 2003.

On July 29, 2003, the Board of Directors authorized a 10,000 for 1 forward stock split.

On July 31, 2003, the Company issued 1,200,000 shares to the Directors of the Company for services rendered. Shares were issued for $.001 per share

On February 26, 2004, the Company issued 100,000 shares of common stock for cash. Shares were issued for $.01 per share

On March 02, 2004, the Company issued 500,000 shares of common stock for cash. Shares were issued for $.01 per share

On March 12, 2004, the Company issued 100,000 shares of common stock for cash. Shares were issued for $.01 per share

On October 23, 2005, the Company issued 100,000 shares of common stock for cash. Shares were issued for $.01 per share.

On October 31, 2005, the Company issued 100,000 shares of common stock for cash. Shares were issued for $.01 per share.

F - 16

A.G. VOLNEY CENTER, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 8- COMMON STOCK TRANSACTIONS (Continued)

On February 13, 2006, the Company issued 100,000 shares of common stock for cash. Shares were issued for $.01 per share.

On April 11, 2008, the Company issued 1,030,000 shares of common stock for cash. Shares were issued for $.01 per share.

On April 22, 2008, the Company issued 1,000,000 shares of common stock for cash. Shares were issued for $.01 per share.

On April 23, 2008, the Company issued 500,000 shares of common stock for cash. Shares were issued for $.01 per share.

On April 24, 2008, the Company issued 500,000 shares of common stock for cash. Shares were issued for $.01 per share.

NOTE 9 – SUBSEQUENT EVENTS

A. G. Volney Center, Inc. evaluated all events subsequent to December 31, 2009 through February 25, 2010 and concluded that there are no significant or material transactions to be reported for the period from January 1, 2010 to February 25, 2010.

F - 17

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND FINANCIAL DISCLOSURE

Not Applicable.

ITEM 9A. CONTROLS AND PROCEDURES

The Company's Chief Executive Officer is responsible for establishing and maintaining disclosure controls and procedures for the Company.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f) as of the end of the period covered by this report and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer and Chief Financial Officer.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Although management did not conduct an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, it has concluded that notwithstanding the foregoing, the Company’s internal controls over financial reporting are sufficient. As noted in this Annual Report, we have limited resources available. As we obtain additional funding and employ additional personnel, we will implement programs, such as Internal Control – Integrated Framework , to ensure the proper segregation of duties and reporting channels.

Our independent public accountant, Robinson, Hill & Company, has not conducted an audit of our controls and procedures regarding internal control over financial reporting. Consequently, Robinson, Hill & Company expresses no opinion with regards to the effectiveness or implementation of our controls and procedures with regards to internal control over financial reporting.

ITEM 9B. OTHER INFORMATION .

None.

PART III.

ITEM 10. DIRECTORS EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table sets forth the names and ages of our current directors, executive officers and key consultants as well as the principal offices and positions held by each person. We are managed by our Board of Directors. Currently, the Board has two members. Our executive officers serve at the discretion of the Board of Directors. There are no family relationships between any of the directors and executive officers. In addition, there was no arrangement or understanding between any executive officer and any other person pursuant to which any person was selected an executive officer.

Name	Age	Position	Director Since
David F. Stever	64	President, Chief Executive Officer, Chief Financial Officer and Director	July 2003
Samantha M. Ford	26	Secretary and Director	December 2009

The following biographies describe the business experience of our directors, executive officers, managers and key consultants.

David F. Stever, an officer and director, spent twelve years in customer service and sales with Allegheny Airlines, and the last six years in a supervisory capacity. He subsequently formed and ran a travel company which required substantial negotiation of bulk purchases and sales as well as individual travel plans. In addition Mr. Stever owned and managed Happy Journey's Travel, Inc. a travel agency for over 25 years. He has also acted as an officer and director of the Syracuse Rose Society, an association which purchases bulk for resale to members and others as fund raisers.

Samantha M. Ford, an officer and director, has approximately two years experience as an associate in a major retail chain and two years experience as an assistant manager at a Thrift Store. Ms. Ford is a high school graduate who worked as a sales associate in retail chains while still in high school. She also has bookkeeping and sales experience in the retail trade business. She also received experience as a cashier for Sam's Club. From the spring of 1999 through the fall of 2001, she was Secretary for Sigma Alpha Chi sorority while attending college full-time and holding a part-time job on campus. In 2002, she moved back to Syracuse, New York and was hired as the assistant manager of the Salvation Army Thrift Store. Subsequently, Ms. Ford worked for AAA of Western and Central NY as an Emergency Roadside Assistance Representative. She started a family and was a stay at home mother from February 2003 through October of 2005. She then re-entered the workforce and is Secretary of A.G. Volney Center, Inc. Ms. Ford currently also works part-time for a medical transportation company.

The Board of Directors has determined that A.G. Volney does not have a financial expert on its audit committee due to the small size and scope of the issuer's current status. The management experience of Mr. Stever requires the exercise of fiscal management in which degree will be required to manage A.G. Volney Center, Inc. in its growth over the next two years. Directors are elected annually or until their respective successors are elected and qualify

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC of forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Item 405 of Regulation S-B requires every small business issuer that has a class of equity securities registered pursuant to Section 12 of the Exchange Act to identify each person who, at any time during the fiscal year, was a director, officer or beneficial owner of more than 10 percent of any class of equity securities registered pursuant to Section 12 of the Exchange Act that failed to file on a timely basis, as disclosed in the above forms as well as other information. From the effective date our Registration Statement on Form 10-SB (File No.: 0-52269) on December 18, 2006 through December 31, 2009, our executive officer and directors: David F. Stever (CEO, President and CFO), Samantha M. Ford (Secretary and Treasurer) and John J. Connelly and the stockholders listed in Item 12 who beneficially own more than 10% of our common stock have filed Forms 3, 4 or 5 with the Securities and Exchange Commission.

CODE OF ETHICS

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our officers and directors serves in all the above capacities.

NOMINATING COMMITTEE

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

AUDIT COMMITTEE

Our Board of Directors acts as our audit committee. We do not have a qualified financial expert at this time, because we have not been able to hire a qualified candidate. Further, we believe that we have inadequate financial resources at this time to hire such an expert.

ITEM 11. EXECUTIVE COMPENSATION

During the last fiscal year ended December 31, 2009, no compensation has been awarded to, earned by or paid to our officers or directors. Management has agreed to act without compensation until authorized by the Board of Directors, which is not expected to occur until we have generated revenues from operations. As of the date of this registration statement, we have no funds available to pay officers or directors. Further, our officers and directors are not accruing any compensation pursuant to any agreement with us.

None of our officers or directors has received any cash remuneration. Officers will not receive any remuneration upon completion of an offering until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. None of the officers and directors intends to devote more than a few hours a week to our affairs..

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees. There is no understanding or agreement regarding compensation our management will receive after a business combination that is required to be included in a table, or otherwise.

INDEMITY

The Articles of Incorporation provide for indemnification to the full extent permitted by the laws of the State of Delaware for each person who becomes a party to any civil or criminal action or proceeding by reason of the fact that he, or his testator, or intestate, is or was a director or officer of the corporation or served any other corporation of any type or kind, domestic or foreign in any capacity at the request of the corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable.

EMPLOYMENT AGREEMENTS

The Company is not a party to any employment agreements.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of the date of this Annual Report with respect to the beneficial ownership of the Company’s common stock by (i) each person known by the issuer to be the beneficial owner of more than 5% of the outstanding common stock which is the only class of stock of the issuer, (ii) each director of the Company’s board of directors, (iii) each “named executive officer” as defined in Item 402(a)(2) of Regulation S-B promulgated under the Securities Act and (iv) the directors and executive officers of the issuer, as a group, without naming them.

Name and Address	Shares Held	Percentage(1)
David F. Stever 124 Lincoln Ave. S. Liverpool. NY 13088	400,000	2%

Samantha M. Ford 410 Balsam Street Liverpool, NY 13088	400,000	2%

Carl E. Worboys 118 Chatham Rd. Syracuse, NY 13203	6,000,000	35%

Joseph C. Passalaqua 106 Glenwood Dr. S. Liverpool, NY 13090	6,000,000	35%

All Directors and Executive Officers as a Group (without naming them) (2 persons)	800,000	5%

(1) Based on 17,330,000 shares of common stock issued and outstanding as of December 31, 2009.

None of the persons listed above have the right to acquire beneficial ownership within sixty days.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

As of December 31, 2009, A.G. Volney incurred a liability to Lyboldt-Daly in the amount of $6,700. Lyboldt-Daly completed the bookkeeping and internal accounting for A.G. Volney, Inc. Joseph Passalaqua is President of Lyboldt-Daly and a major shareholder in A.G. Volney, Inc.

As of December 31, 2009, all activities of A.G. Volney have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by A.G. Volney for the use of these facilities and there are no commitments for future use of the facilities

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

We became a reporting Company when our registration statement became effective on December 18, 2006. Robison Hill & Company ("RHC") is the Company's independent registered public accountant.

AUDIT FEES AND AUDIT RELATED FEES

Aggregate fees billed by the Company's principal accountants, Robison, Hill & Company, for audit services related to the most recent two fiscal years, and for other professional services billed in the most recent two fiscal years, were as follows:

	FISCAL 2009	FISCAL 2008
Audit Fees (1)	$16,398	$14,300
Tax Fees (2)	$250	$170
Other Fees	None	None

(1) Comprised of the audit of the Company's annual financial statements and reviews of the Company's quarterly financial statements, as well as consents related to and reviews of other documents filed with the Securities and Exchange Commission.

(2) Comprised of preparation of all federal and state corporate income tax returns for the Company and its subsidiaries. Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by the Company's independent accountants must now be approved in advance by the Audit Committee to assure that such services do not impair the accountants' independence from the Company. The Company does not have an Audit Committee, therefore, the Board of Directors reviews and approves audit and permissible non-audit services performed by Robinson, Hill & Company, as well as the fees charged by Robinson, Hill & Company for such services.

We do not currently have a standing audit committee. The services described above were approved by our Board of Directors.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES .

(a) The following exhibits required by Item 601 of Regulation S-B are filed with this Annual Report.

Exhibit Number Description

3	Certificate of Incorporation*
3.1	Certificate of Renewal and Revival of Certificate of Incorporation*
3.2	Certificate of Amendment of Certificate of Incorporation*
3.3	By-laws*
4.1	Form of Common Stock Certificate*
31.1	Certification of the Principal Executive Officer and Principal Financial Officer of Registrant pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1	Certification of the Principal Executive Officer and Principal Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*Filed as an exhibit with the Company’s Registration Statement on Form 10-SB filed with the Commission on October 19, 2006 and incorporated by reference herein.

(b) Reports on Form 8-K. None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	A.G. VOLNEY CENTER, INC.

Date: February 25, 2010	By:	/s/ DAVID F. STEVER
		David F. Stever
		President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal and Accounting Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: February 25, 2010	Name	Position
	/s/ DAVID F. STEVER David F. Stever	President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer)

	/s/ SAMANTHA F. FORD Samantha F. Ford	Secretary and Director

A.G. Volney Center, Inc - FORM 10-K - February 26, 2010

Attached files

A.G. Volney Center, Inc Reports